Cipher Mining Inc. Files 8-K: Material Agreement & Equity Sales
Ticker: CIFR · Form: 8-K · Filed: Sep 25, 2025 · CIK: 1819989
| Field | Detail |
|---|---|
| Company | Cipher Mining INC. (CIFR) |
| Form Type | 8-K |
| Filed Date | Sep 25, 2025 |
| Risk Level | medium |
| Pages | 7 |
| Reading Time | 8 min |
| Key Dollar Amounts | $0.001, $11.50, $0.01, $430 m |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, equity-sale, 8-k
Related Tickers: CIFR
TL;DR
Cipher Mining (CIFR) filed an 8-K detailing a material agreement and equity sales.
AI Summary
On September 24, 2025, Cipher Mining Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and provided Regulation FD disclosures. This filing includes financial statements and exhibits.
Why It Matters
This 8-K filing indicates significant corporate activity for Cipher Mining Inc., including a new material agreement and equity transactions, which could impact its financial standing and future operations.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.
Key Numbers
- 20250924 — Report Date (Date of earliest event reported)
- 20250925 — Filing Date (Date the report was filed)
Key Players & Entities
- Cipher Mining Inc. (company) — Registrant
- GOOD WORKS ACQUISITION CORP. (company) — Former Company Name
- 001-39625 (company) — SEC File Number
- 851614529 (company) — IRS Employer Identification No.
FAQ
What is the nature of the material definitive agreement entered into by Cipher Mining Inc. on September 24, 2025?
The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the excerpt.
What type of equity securities were sold in the unregistered sales reported by Cipher Mining Inc.?
The filing mentions unregistered sales of equity securities, but the specific type of securities is not detailed in the provided text.
What is the significance of the Regulation FD Disclosure mentioned in the filing?
Regulation FD (Fair Disclosure) ensures that material non-public information is disclosed to all investors simultaneously, preventing selective disclosure.
What financial statements and exhibits are included with this 8-K filing?
The filing states that financial statements and exhibits are included, but their specific content is not detailed in the provided excerpt.
When was Cipher Mining Inc. formerly known as GOOD WORKS ACQUISITION CORP.?
The date of the name change from GOOD WORKS ACQUISITION CORP. to Cipher Mining Inc. was August 3, 2020.
Filing Stats: 1,976 words · 8 min read · ~7 pages · Grade level 13.3 · Accepted 2025-09-25 06:30:31
Key Financial Figures
- $0.001 — ch registered Common Stock, par value $0.001 per share CIFR The Nasdaq Stock Mar
- $11.50 — of Common Stock at an exercise price of $11.50 per whole share CIFRW The Nasdaq St
- $0.01 — ommon Stock"), for an exercise price of $0.01 per share of Common Stock. Solely in t
- $430 m — Warrant Shares does not equal or exceed $430 million, the Company shall be obligated t
Filing Documents
- dp234624_8k.htm (8-K) — 41KB
- dp234624_ex0401.htm (EX-4.1) — 132KB
- dp234624_ex1001.htm (EX-10.1) — 98KB
- dp234624_ex9901.htm (EX-99.1) — 29KB
- dp234624_ex9902.htm (EX-99.2) — 15KB
- ex9902_001.jpg (GRAPHIC) — 490KB
- ex9902_002.jpg (GRAPHIC) — 937KB
- ex9902_003.jpg (GRAPHIC) — 400KB
- ex9902_004.jpg (GRAPHIC) — 377KB
- ex9902_005.jpg (GRAPHIC) — 338KB
- ex9902_006.jpg (GRAPHIC) — 469KB
- 0000950103-25-012168.txt ( ) — 4738KB
- cifr-20250924.xsd (EX-101.SCH) — 4KB
- cifr-20250924_def.xml (EX-101.DEF) — 26KB
- cifr-20250924_lab.xml (EX-101.LAB) — 36KB
- cifr-20250924_pre.xml (EX-101.PRE) — 25KB
- dp234624_8k_htm.xml (XML) — 6KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. On September 25, 2025, Cipher Mining Inc. (the "Company") announced that its wholly owned indirect subsidiary Cipher Barber Lake LLC ("Cipher Barber Lake") had entered into a Datacenter Lease (the "Fluidstack Lease") with Fluidstack USA II Inc. ("Fluidstack"), which provides for the development of a data center facility on, and lease to Fluidstack of, Cipher Barber Lake's facility (the "Facility") located in Colorado City, Texas on the terms and subject to the conditions contained therein. The Facility is expected to provide 168 megawatts (MW) of critical IT load for high-performance computing data center operations. The Company expects to complete the development and construction of the Facility and deliver the Facility to Fluidstack by September 2026. Fluidstack's obligations to pay rent under the Fluidstack Lease begin on the commencement date of the lease and will continue for a 10-year term. In connection with the Fluidstack Lease, the Company entered into the following agreements. Recognition Agreements On September 24, 2025, Cipher Barber Lake entered into a Recognition Agreement (the "Recognition Agreement"), among Cipher Barber Lake, Fluidstack and Google LLC ("Google"), pursuant to which Google has agreed to backstop (the "Google BackStop") certain obligations of Fluidstack under the Fluidstack Lease, on the terms and subject to the conditions contained therein. The Google BackStop under the Recognition Agreement will become effective as of the commencement date under the Fluidstack Lease. In the event of a payment default under the Fluidstack Lease, or if Fluidstack becomes subject to an insolvency event, following notice from Cipher Barber Lake, if Cipher Barber Lake and Google have not mutually agreed upon a tenant to assume the Fluidstack Lease and Recognition Agreement in place of Fluidstack within a certain specified period, Google will have the option to (i) pay all rent currently due un
02. Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sales of Equity Securities. The information contained in Item 1.01 under the heading "Warrant Agreement" is incorporated by reference in this Item 3.02.
01. Regulation FD
Item 7.01. Regulation FD. On September 25, 2025, the Company issued a press release announcing the Fluidstack Lease and related transactions and posted an investor presentation to its website describing the same. A copy of the press release is furnished hereto as Exhibit 99.1 and a copy of the investor presentation is furnished hereto as Exhibit 99.2. The information contained in Item 7.01 of this Report (as well as in Exhibit 99.1 and 99.2 attached hereto) is furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Exchange Act.
01. Financial Statements and
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Warrant Agreement, by and between Cipher Mining Inc. and Google LLC, dated September 24, 2025. 10.1* Recognition Agreement, by and among Cipher Barber Lake LLC, Fluidstack USA II Inc. and Google LLC, dated September 24, 2025. 99.1 Press release issued by Cipher Mining Inc., dated September 25, 2025. 99.2 Investor Presentation posted by Cipher Mining Inc., dated September 25, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Pursuant to Item 601(a)(5) of Regulation S-K , certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the U.S. Securities and Exchange Commission upon request.
Forward Looking Statements
Forward Looking Statements This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws of the United States. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this Current Report on Form 8-K that are not statements of historical fact, such as statements about the Company's beliefs and expectations regarding its planned business model and strategy, its bitcoin mining and HPC data center development, timing and likelihood of success, capacity, functionality and operation of data centers, expectations regarding the operations of data centers, such as projected hashrate, potential strategic initiatives, such as joint ventures and partnerships, and management plans and objectives, are forward-looking statements and should be evaluated as such. These forward-looking statements generally are identified by the words "may," "will," "should," "expects," "plans," "anticipates," "could," "seeks," "intends," "targets," "projects," "contemplates," "believes," "estimates," "strategy," "future," "forecasts," "opportunity," "predicts," "potential," "would," "will likely result," "continue," and similar expressions (including the negative versions of such words or expressions). These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Cipher and its management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Many
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Date: September 25, 2025 CIPHER MINING INC. By: /s/ Will Iwaschuk Name: Will Iwaschuk Title: Co-President & Chief Legal Officer